What changed in this filing

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Item 1. Financial Statements

2025-05-01 compared with 2024-11-07 · 170 added, 243 removed, 514 unchanged (45% of the section changed)

3 unchanged sentences

(in thousands, except share and per-share data)

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Investment in hotel properties, net $ 5,281,599 $ 5,319,029

15 unchanged sentences

Shareholders’ equity:

Preferred shares of beneficial interest, $ .01 par value (liquidation preference $ 690,000 at September 30, 2024 and December 31, 2023), 100,000,000 shares authorized;

27,600,000 shares issued and outstanding at September 30, 2024 and December 31, 2023

Preferred shares of beneficial interest, $ .01 par value (liquidation preference $ 690,000 at March 31, 2025 and December 31, 2024), 100,000,000 shares authorized;

27,600,000 shares issued and outstanding at March 31, 2025 and December 31, 2024

Common shares of beneficial interest, $ .01 par value, 500,000,000 shares authorized;

119,285,394 shares issued and outstanding at September 30, 2024 and 120,191,349 shares issued and outstanding at December 31, 2023

118,278,405 and 119,285,394 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

Additional paid-in capital 4,060,426 4,072,265

9 unchanged sentences

(in thousands, except share and per-share data)

For the three months ended September 30, For the nine months ended September 30,

2024 2023 2024 2023

For the three months ended March 31,

Room $ 197,010 $ 198,100

10 unchanged sentences

General and administrative 13,226 12,177

Impairment 1,908 71,416 1,908 71,416

Gain on sale of hotel properties — — — ( 30,219 )

Business interruption insurance income ( 4,303 ) ( 3,980 )

18 unchanged sentences

(in thousands, except share and per-share data)

For the three months ended September 30, For the nine months ended September 30,

2024 2023 2024 2023

For the three months ended March 31,

Comprehensive Income:

10 unchanged sentences

(in thousands, except share data)

For the three months ended September 30, 2024

Preferred Shares Common Shares Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Distributions in Excess of Retained Earnings Total Shareholders' Equity Non-Controlling Interests Total Equity

Shares Amount Shares Amount

Balance at June 30, 2024

27,600,000 $ 276 120,094,380 $ 1,201 $ 4,077,360 $ 29,281 $ ( 1,362,359 ) $ 2,745,759 $ 88,676 $ 2,834,435

Repurchase of common shares — — ( 854,993 ) ( 9 ) ( 9,991 ) — — ( 10,000 ) — ( 10,000 )

Share-based compensation — — 46,007 1 2,439 — — 2,440 1,061 3,501

Distributions on common shares/units — — — — — — ( 1,206 ) ( 1,206 ) ( 10 ) ( 1,216 )

Distributions on preferred shares/units — — — — — — ( 10,631 ) ( 10,631 ) ( 1,164 ) ( 11,795 )

Other comprehensive income (loss):

Change in fair value of derivative instruments — — — — — ( 12,023 ) — ( 12,023 ) ( 154 ) ( 12,177 )

Amounts reclassified from other comprehensive income — — — — — ( 5,995 ) — ( 5,995 ) — ( 5,995 )

Net income (loss) — — — — — — 43,657 43,657 1,488 45,145

Balance at September 30, 2024

27,600,000 $ 276 119,285,394 $ 1,193 $ 4,069,808 $ 11,263 $ ( 1,330,539 ) $ 2,752,001 $ 89,897 $ 2,841,898

For the three months ended September 30, 2023

Shares Amount Shares Amount

Balance at June 30, 2023

28,600,000 $ 286 120,057,744 $ 1,201 $ 4,094,680 $ 43,956 $ ( 1,225,748 ) $ 2,914,375 $ 89,737 $ 3,004,112

Share-based compensation — — — — 2,450 — — 2,450 870 3,320

Distributions on common shares/units — — — — — — ( 1,211 ) ( 1,211 ) ( 11 ) ( 1,222 )

Distributions on preferred shares/units — — — — — — ( 10,988 ) ( 10,988 ) ( 1,164 ) ( 12,152 )

Other comprehensive income (loss):

Change in fair value of derivative instruments — — — — — 9,881 — 9,881 16 9,897

Amounts reclassified from other comprehensive income — — — — — ( 8,003 ) — ( 8,003 ) — ( 8,003 )

Net income (loss) — — — — — — ( 57,142 ) ( 57,142 ) 658 ( 56,484 )

Balance at September 30, 2023

28,600,000 $ 286 120,057,744 $ 1,201 $ 4,097,130 $ 45,834 $ ( 1,295,089 ) $ 2,849,362 $ 90,106 $ 2,939,468

Pebblebrook Hotel Trust

Consolidated Statements of Equity - Continued

(in thousands, except share data)

For the nine months ended September 30, 2024

For the three months ended March 31, 2025

11 unchanged sentences

Net income (loss) — — — — — — ( 32,947 ) ( 32,947 ) 767 ( 32,180 )

Balance at September 30, 2024

Balance at March 31, 2025

27,600,000 $ 276 118,278,405 $ 1,183 $ 4,060,426 $ 10,892 $ ( 1,437,622 ) $ 2,635,155 $ 91,261 $ 2,726,416

For the nine months ended September 30, 2023

For the three months ended March 31, 2024

11 unchanged sentences

Net income (loss) — — — — — — ( 28,350 ) ( 28,350 ) 830 ( 27,520 )

Balance at September 30, 2023

Balance at March 31, 2024

27,600,000 $ 276 120,094,380 $ 1,201 $ 4,074,898 $ 31,067 $ ( 1,381,450 ) $ 2,725,992 $ 87,517 $ 2,813,509

3 unchanged sentences

(in thousands)

For the nine months ended September 30,

For the three months ended March 31,

Operating activities:

5 unchanged sentences

Amortization of deferred financing costs, non-cash interest and other amortization 2,985 4,078

Gain on sale of hotel properties — ( 30,219 )

Impairment 1,908 71,416

Non-cash ground rent 2,448 2,462

8 unchanged sentences

Improvements and additions to hotel properties ( 20,658 ) ( 49,480 )

Proceeds from sales of hotel properties — 224,384

Property insurance proceeds — 11,500

3 unchanged sentences

Payment of deferred financing costs ( 48 ) ( 5,484 )

Proceeds from debt — 140,000

Repayments of debt ( 549 ) ( 110,348 )

12 unchanged sentences

cities and resort properties located near our primary target urban markets and select destination resort markets, with an emphasis on major gateway coastal markets.

As of September 30, 2024, the Company owned interests in 46 hotels with a total of 11,933 gue st rooms .

As of March 31, 2025, the Company owned interests in 46 hotels with a total of 11,933 gue st rooms .

The hotel properties are located in:

16 unchanged sentences

The Company is the sole general partner of the Operating Partnership.

As of September 30, 2024, the Company owned 99.2 % of the common limited partnership units issued by the Operating Partnership ("common units").

As of March 31, 2025, the Company owned 99.0 % of the common limited partnership units issued by the Operating Partnership ("common units").

The remaining 1.0 % of the common units are owned by the other limited partners of the Operating Partnership.

25 unchanged sentences

The state of the overall economy can significantly impact hotel operational performance and thus the Company's financial position.

Global events as well as national and local events may impact travel trends and the operations of the Company's hotels.

In addition, inflation and interest rates may also impact the overall economy as well as the availability of debt.

A decline in travel or a significant increase in costs may impact the Company's cash flow and ability to service debt or meet other financial obligations.

Global events, as well as national and local events, may adversely impact travel trends and the operations of the Company's hotels.

In addition, inflation and changing interest rates may impact the overall economy and the availability of debt, which may impact the Company's financial position.

A decline in travel or a significant increase in costs may also adversely impact the Company's cash flow and ability to service debt or meet other financial obligations.

New Accounting Pronouncements

Disclosure Improvements

In October 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-06, Disclosure Improvements:

Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative ("ASU 2023-06").

ASU 2023-06 incorporates 14 of the 27 disclosure requirements published in SEC Release No.

33-10532 - Disclosure Update and Simplification into various topics within the Accounting Standards Codification ("ASC").

ASU 2023-06's amendments represent clarifications to, or technical corrections of, current requirements.

For SEC registrants, the effective date for each amendment will vary based on the date on which the SEC removes that related disclosure from its rules.

If the SEC does not act to remove its related requirement by June 30, 2027, any related FASB amendments will be removed from the ASC and will not be effective.

Early adoption is prohibited.

The Company is currently assessing the potential impacts of ASU 2023-06 and does not expect it to have a material effect on its consolidated financial statements and disclosures.

Segment Reporting

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures ("ASU 2023-07").

ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets.

All disclosure requirements under ASU 2023-07 are also required for public entities with a single reportable segment.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The amendments should be applied retrospectively to all prior periods presented in the financial statements.

The Company is currently assessing the impacts of adopting ASU 2023-07 on its consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

3 unchanged sentences

The amendments should be applied on a prospective basis, with the option to apply retrospectively.

The Company is currently assessing the impacts of adopting ASU 2023-09 on its consolidated financial statements and disclosures.

The Company's adoption of ASU 2023-09 will not have a material impact on its consolidated financial statements and disclosures.

Stock Compensation

6 unchanged sentences

The amendments should be applied either retrospectively to all prior periods presented in the financial statements, or prospectively to profits interest and similar awards granted or modified on or after the adoption date.

The Company's adoption of ASU 2024-01 on January 1, 2025 had no impact on its consolidated financial statements and disclosures.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses ("ASU 2024-03").

ASU 2024-03 requires public entities to disclose specified information about certain costs and expenses.

ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

The amendments should be applied either retrospectively to all prior periods presented in the financial statements, or prospectively after the adoption date.

The Company is currently assessing the impacts of adopting ASU 2024-03 on its consolidated financial statements and disclosures.

Induced Conversions of Convertible Debt Instruments

In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments ("ASU 2024-04").

ASU 2024-04 clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions rather than as debt extinguishments.

ASU 2024-04 is effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual reporting periods, with early adoption permitted.

The amendments should be applied either prospectively or retrospectively.

The Company is currently assessing the impacts of adopting ASU 2024-03 on its consolidated financial statements and disclosures.

Acquisition and Disposition of Hotel Properties

There were no acquisitions of hotel properties during the nine months ended September 30, 2024.

There were no dispositions of hotel properties during the nine months ended September 30, 2024.

The following table summarizes disposition transactions during 2023 (in thousands):

Hotel Property Name Location Sale Date Sale Price

The Heathman Hotel Portland, OR February 22, 2023 $ 45,000

Retail at The Westin Michigan Avenue Chicago

Chicago, IL March 17, 2023 27,300

Hotel Colonnade Coral Gables Coral Gables, FL March 28, 2023 63,000

Hotel Monaco Seattle Seattle, WA May 9, 2023 63,250

Hotel Vintage Seattle Seattle, WA May 24, 2023 33,700

Hotel Zoe Fisherman's Wharf San Francisco, CA November 14, 2023 68,500

Marina City Retail at Hotel Chicago Downtown, Autograph Collection

Chicago, IL December 21, 2023 30,000

For the three and nine months ended September 30, 2023, the accompanying consolidated statements of operations and comprehensive income included operating income (loss) of $ 0.9 million and $( 0.8 ) million, respectively, excluding impairment loss and gain on sale of hotel properties related to the hotel properties sold or held for sale.

There was no impact for the three and nine months ended September 30, 2024.

The sales of the hotel properties described above did not represent a strategic shift that had a major effect on the Company’s operations and financial results, and therefore, did not qualify as discontinued operations.

The Company did not acquire any hotel properties during the three months ended March 31, 2025 or 2024.

The Company did not dispose of any hotel properties during the three months ended March 31, 2025 or 2024.

Investment in Hotel Properties

Investment in hotel properties as of September 30, 2024 and December 31, 2023 consisted of the following (in thousands):

September 30, 2024 December 31, 2023

Investment in hotel properties as of March 31, 2025 and December 31, 2024 consisted of the following (in thousands):

March 31, 2025 December 31, 2024

Land $ 800,165 $ 800,143

8 unchanged sentences

Investment in hotel properties, net $ 5,281,599 $ 5,319,029

Hurricane Ian

On September 27, 2022, LaPlaya Beach Resort & Club ("LaPlaya") located in Naples, Florida, was impacted by the effects of Hurricane Ian.

LaPlaya was closed in anticipation of the storm and required remediation and repairs from the damage and remained closed.

In 2023, LaPlaya began reopening in stages as its buildings and facilities were repaired and repairs were substantially complete in the first quarter of 2024.

The Company’s insurance policies provide coverage for property damage, business interruption and other costs that were incurred relating to damages sustained during Hurricane Ian.

The Company has an insurance receivable for amounts it anticipates to collect from the insurance providers in excess of the applicable deductibles.

For the nine months ended September 30, 2024 and 2023, the Company incurred $ 0.2 million and $ 5.1 million, respectively, of costs related to payroll, repair and claims administration for which reimbursement from insurance policies is uncertain and therefore is included in other operating expenses in the Company's consolidated statements of operations and comprehensive income.

Through September 30, 2024, the Company received a total of $ 118.0 million in preliminary advances from the insurance providers.

The Company continues to work with the insurance providers on the settlement of the property and business interruption claims.

Hurricane Helene

On September 26, 2024, LaPlaya was impacted by the effects of Hurricane Helene.

Two of its three guestroom buildings, Gulf Tower and Bay Tower, reopened and were operational.

However, the Beach House was closed for repairs, with initial assessments indicating the primary impact was to the ground floor.

The Company’s insurance policies provide coverage for property damage, business interruption and other costs that were incurred relating to damages sustained during Hurricane Helene in excess of the applicable deductibles.

For the nine months ended September 30, 2024, the Company recognized a loss of $ 1.9 million for damage to LaPlaya, which is included in impairment on the Company’s consolidated statement of operations and comprehensive income.

Hurricane Helene and Hurricane Milton

On September 26, 2024, LaPlaya Beach Resort & Club ("LaPlaya") in Naples, FL was impacted by Hurricane Helene and, on October 9, 2024, was also impacted by Hurricane Milton.

The damage primarily impacted the ground floor of the Beach House, the pool complex and landscaping.

LaPlaya closed following Hurricane Milton to undertake clean-up, repairs and a full assessment of damages.

The resort is now substantially open, except for the remaining 20 ground-floor rooms in the Beach House building, which remain on track for substantial completion in the second quarter.

The Company’s insurance policies provide coverage for property damage, business interruption and other costs that are incurred relating to damages sustained in excess of the applicable deductibles.

For the three months ended March 31, 2025, the Company recognized $ 4.3 million of business interruption insurance income.

The Company recorded an insurance receivable for the remediation costs incurred and the estimate of the book value of the property and equipment written off in excess of the applicable deductibles.

The Company is continuing to evaluate the financial impact of Hurricane Helene and its ability to recover, through insurance policies, any loss due to business interruption or damage to the hotel property.

Through March 31, 2025, the Company received a total of $ 11.5 million in preliminary advances from the insurance providers.

The Company is continuing to evaluate the financial impact of Hurricanes Helene and Milton and its ability to recover, through insurance policies, any loss due to business interruption or damage to LaPlaya.

The Company reviews its investment in hotel properties for impairment whenever events or circumstances indicate potential impairment.

1 unchanged sentence

As a result of this review, the Company may identify an impairment trigger has occurred and assess its investment in hotel properties for recoverability.

During the nine months ended September 30, 2024, no impairment losses were incurred.

During the nine months ended September 30, 2023, the Company recognized an impairment loss of $ 71.4 million related to three hotels as a result of their fair values being lower than their carrying values.

Right-of-use Assets and Lease Liabilities

During the three months ended March 31, 2025 and 2024, no impairment losses were incurred.

Lease Assets and Lease Liabilities

The Company recognized right-of-use assets and related liabilities related to its ground leases, all of which are operating leases.

The Company recognized finance lease assets and related finance lease liabilities for properties subject to finance leases.

When the rate implicit in the lease could not be determined, the Company used incremental borrowing rates, which ranged from 4.7 % to 7.6 %.

1 unchanged sentence

Commitments and Contingencies for additional information about the ground leases.

The right-of-use assets and liabilities are amortized to ground rent expense over the term of the underlying lease agreements.

As of September 30, 2024, the Company's lease liabilities consisted of operating lease liabilities of $ 320.7 million and financing lease liabilities of $ 43.8 million.

The operating lease right-of-use assets and liabilities are amortized to ground rent expense over the term of the underlying lease agreements.

As of March 31, 2025, the Company's lease liabilities consisted of operating lease liabilities of $ 320.8 million and financing lease liabilities of $ 44.2 million.

As of December 31, 2024, the Company's lease liabilities consisted of operating lease liabilities of $ 320.7 million and financing lease liabilities of $ 44.0 million.

5 unchanged sentences

This extended indebtedness is referred to as Term Loan 2028.

In connection with the extension, the Company also repaid $ 60.0 million of its borrowings under Term Loan 2024 with available cash.

The remaining $ 43.3 million of Term Loan 2024's balance remained outstanding.

On January 3, 2024, the Company also repaid $ 50.0 million of its outstanding Term Loan 2025 obligation with available cash.

In connection with the extension, the Company also repaid $ 60.0 million of its borrowings under Term Loan 2024 and $ 50.0 million of its borrowings under Term Loan 2025 with available cash.

On October 3, 2024, the Company issued $ 400.0 million aggregate principal amount of its 6.375 % senior notes due October 15, 2029.

The net proceeds were approximately $ 390.0 million after deducting discounts and offering expenses paid by the Company, of which $ 353.3 million was used to repay all $ 43.3 million of its borrowings under Term Loan 2024, $ 210.0 million of its borrowings under Term Loan 2025 and $ 100.0 million of its borrowings under Term Loan 2027.

These notes are referred to as Senior Notes 2029.

The net proceeds from the issuance were approximately $ 390.0 million after deducting discounts and offering expenses paid by the Company, of which $ 353.3 million was used to repay all $ 43.3 million of its borrowings under Term Loan 2024, $ 210.0 million of its borrowings under Term Loan 2025 and $ 100.0 million of its borrowings under Term Loan 2027.

On November 1, 2024, the Company entered into the Third Amendment to the Credit Agreement which extended the maturity date of $ 185.2 million borrowed under Term Loan 2025 to January 2029.

The Company also extended the maturity date of $ 602.0 million of its senior unsecured revolving credit facility from October 2026 to October 2028, with the option to extend the new maturity date for two six-month periods.

The Company's debt consisted of the following as of September 30, 2024 and December 31, 2023 (dollars in thousands):

This indebtedness is referred to as Term Loan 2029.

The Company also extended the maturity date of $ 602.0 million of its senior unsecured revolving credit facility from October 2026 to October 2028, with the option to extend the maturity date for up to two six-month periods, subject to certain terms and conditions and payment of an extension fee.

The Company's debt consisted of the following as of March 31, 2025 and December 31, 2024 (dollars in thousands):

Balance Outstanding as of

Interest Rate at September 30, 2024

Maturity Date September 30, 2024 December 31, 2023

Interest Rate at March 31, 2025

Maturity Date March 31, 2025 December 31, 2024

Revolving credit facilities

1 unchanged sentence

October 2026 /

October 2028 $ — $ —

PHL unsecured credit facility — (1)

October 2028 — —

Total revolving credit facilities $ — $ —

Revolving credit facilities $ — $ —

Unsecured term loans

4 unchanged sentences

Term Loan 2028 3.86 % (1)

October 2027 460,000 460,000

January 2028 356,652 356,652

Term Loan 2029 5.15 % (1)

January 2029 185,217 185,217

Term loan principal $ 1,270,000 $ 1,380,000

Unsecured term loans principal $ 916,652 $ 916,652

Convertible senior notes principal 1.75 % December 2026 $ 750,000 $ 750,000

Senior unsecured notes principal 4.93 % December 2025 $ 2,400 $ 2,400

Senior unsecured notes

Series B Notes 4.93 % December 2025 2,400 2,400

Senior Notes 2029 6.38 % October 2029 400,000 400,000

Senior unsecured notes principal $ 402,400 $ 402,400

Mortgage loans

8 unchanged sentences

(1) Borrowings bear interest at floating rates.

Interest rate at September 30, 2024 gives effect to interest rate hedges.

(2) The Company has the option to extend the maturity date for up to two six-month periods, pursuant to certain terms and conditions and payment of an extension fee.

Interest rate at March 31, 2025 gives effect to interest rate hedges.

(2) $ 48.0 million of the $ 650.0 million senior unsecured revolving credit facility matures in October 2026, with no option to extend the maturity date, and the remaining $ 602.0 million matures in October 2028, with the option to extend the maturity date for up to two six-month periods, subject to certain terms and conditions and payment of an extension fee.

(3) This loan bears interest at a floating rate equal to daily SOFR plus a spread of 3.75 %.

The interest rate at September 30, 2024 gives effect to an interest rate swap.

The Company has the option to extend the maturity date for up to two one-year periods, pursuant to certain terms and conditions and payment of an extension fee.

(4) Term Loan 2024 was repaid in October 2024 from proceeds of the senior notes offering.

The interest rate at March 31, 2025 gives effect to an interest rate swap.

The Company has the option to extend the maturity date for up to two one-year periods, subject to certain terms and conditions and payment of an extension fee.

Unsecured Revolving Credit Facilities

The $ 650.0 million senior unsecured revolving credit facility provided for in the Credit Agreement matures in October 2026 and provides for two six-month extension options, subject to certain terms and conditions and payment of an extension fee.

All borrowings under the senior unsecured revolving credit facility bear interest at a rate per annum equal to, at the option of the Company, (i) the Secured Overnight Financing Rate ("SOFR") plus 0.10 % (the “SOFR Adjustment”) plus a margin that is based upon the Company’s leverage ratio or (ii) the Base Rate (as defined by the Credit Agreement) plus a margin that is based on the Company’s leverage ratio.

The $ 650.0 million senior unsecured revolving credit facility provided for in the Credit Agreement matures as follows:

$ 48.0 million in October 2026, with no option to extend the maturity date, and $ 602.0 million in October 2028, with the option to extend the maturity date for up to two six-month periods, subject to certain terms and conditions and payment of an extension fee.

All borrowings under this senior unsecured revolving credit facility bear interest at a rate per annum equal to, at the option of the Company, (i) the Secured Overnight Financing Rate ("SOFR") plus 0.10 % (the "SOFR Adjustment") plus a margin that is based upon the Company’s leverage ratio or (ii) the Base Rate (as defined by the Credit Agreement) plus a margin that is based on the Company’s leverage ratio.

The margins for revolving credit facility loans range in amount from 1.45 % to 2.50 % for SOFR-based loans and 0.45 % to 1.50 % for Base Rate-based loans, depending on the Company’s leverage ratio.

As of September 30, 2024, the Company had no outstanding borrowings, $ 13.7 million of outstanding letters of credit and a borrowing capacity of $ 636.3 million remaining on the senior unsecured revolving credit facility.

As of March 31, 2025, the Company had no outstanding borrowings, $ 7.4 million of outstanding letters of credit and a borrowing capacity of $ 642.6 million remaining on the senior unsecured revolving credit facility.

The Company is required to pay an unused commitment fee at an annual rate of 0.20 % or 0.30 % of the unused portion of the senior unsecured revolving credit facility, depending on the amount of borrowings outstanding.

3 unchanged sentences

Any outstanding standby letters of credit reduce the available borrowings on the senior unsecured revolving credit facility by a corresponding amount.

Standby letters of credit of $ 13.7 million and $ 13.6 million were outstanding as of September 30, 2024 and December 31, 2023, respectively.

As of September 30, 2024, the Company also has a $ 20.0 million unsecured revolving credit facility (the "PHL Credit Facility") to be used for PHL's working capital and general corporate purposes.

On October 13, 2022, PHL amended and restated the agreement governing the PHL Credit Facility to extend the maturity to October 2026.

Standby letters of credit of $ 7.4 million were outstanding as of March 31, 2025 and December 31, 2024.

As of March 31, 2025, the Company also has a $ 20.0 million unsecured revolving credit facility (the "PHL Credit Facility") to be used for PHL's working capital and general corporate purposes.

On November 27, 2024, PHL amended the agreement governing the PHL Credit Facility to extend the maturity to October 2028.

The PHL Credit Facility has substantially similar terms as the Company's senior unsecured revolving credit facility.

1 unchanged sentence

The PHL Credit Facility is subject to debt covenants substantially similar to the covenants under the Credit Agreement, which governs the Company's senior unsecured revolving credit facility.

As of September 30, 2024, the Company had no borrowings under the PHL Credit Facility and had $ 20.0 million borrowing capacity remaining available under the PHL Credit Facility.

As of September 30, 2024, the Company was in compliance with all debt covenants of the credit agreements that govern the unsecured revolving credit facilities.

As of March 31, 2025, the Company had no borrowings under the PHL Credit Facility and had $ 20.0 million borrowing capacity remaining available under the PHL Credit Facility.

As of March 31, 2025, the Company was in compliance with all debt covenants of the credit agreements that govern the unsecured revolving credit facilities.

Unsecured Term Loan Facilities

2 unchanged sentences

The term loans are subject to the debt covenants in the Credit Agreement.

As of September 30, 2024, the Company was in compliance with all debt covenants of its term loans.

As of March 31, 2025, the Company was in compliance with all debt covenants of its term loans.

The Company entered into interest rate swap agreements to fix the SOFR rate on a portion of these unsecured term loan facilities.

12 unchanged sentences

The conversion rate is subject to adjustment in certain circumstances.

As of September 30, 2024 and December 31, 2023, the if-converted value of the Convertible Notes did not exceed the principal amount.

As of March 31, 2025 and December 31, 2024, the if-converted value of the Convertible Notes did not exceed the principal amount.

The Company may redeem for cash all or a portion of the Convertible Notes, at its option, after December 20, 2023, upon certain circumstances.

6 unchanged sentences

Senior Unsecured Notes

The Company has $ 2.4 million of senior unsecured notes outstanding bearing a fixed interest rate of 4.93 % per annum maturing in December 2025.

The debt covenants of these notes are substantially similar to those of the Company's senior unsecured revolving credit facility.

As of September 30, 2024, the Company was in compliance with all such debt covenants.

The Company has $ 2.4 million of senior unsecured notes outstanding bearing a fixed interest rate of 4.93 % per annum maturing in December 2025 (the "Series B Notes") and $ 400.0 million of senior unsecured notes outstanding bearing a fixed interest rate of 6.375 % per annum and maturing in October 2029 (the "Senior Notes 2029").

The debt covenants of the Series B Notes are substantially similar to those of the Company's senior unsecured revolving credit facility.

The indenture governing the Senior Notes 2029 contains covenants that are customary for similar securities and require the Company to maintain total unencumbered assets as of the end of each fiscal quarter of not less than 150 % of total unsecured indebtedness calculated on a consolidated basis.

As of March 31, 2025, the Company was in compliance with all such covenants.

Mortgage Loans

3 unchanged sentences

On September 7, 2023, the Company entered into a $ 140.0 million first-lien mortgage on the leasehold interest of Margaritaville Hollywood Beach Resort ("Margaritaville"), which requires interest-only payments based on a floating rate equal to daily SOFR plus a spread of 3.75 %.

This loan matures on September 7, 2026 and may be extended for up to two one-year periods, subject to certain terms and conditions and payment of an extension fee.

This loan matures on September 7, 2026 and may be extended for up to two one-year periods, subject to certain terms and conditions and payment of extension fees.

The Company entered into an interest rate swap agreement to fix the SOFR rate on this mortgage loan.

See Derivative and Hedging Activities for further discussion on the interest rate swaps.

The Company's mortgage loans associated with Margaritaville and Estancia are non-recourse to the Company except for customary carve-outs to the general non-recourse liability.

4 unchanged sentences

Interest Expense

The components of the Company's interest expense consisted of the following for the three and nine months ended September 30, 2024 and 2023 (in thousands):

For the three months ended September 30, For the nine months ended September 30,

2024 2023 2024 2023

The components of the Company's interest expense consisted of the following for the three months ended March 31, 2025 and 2024 (in thousands):

For the three months ended March 31,

Unsecured revolving credit facilities $ 497 $ 498

6 unchanged sentences

Total interest expense $ 27,133 $ 26,421

The Company estimates the fair value of its fixed rate debt by discounting the future cash flows of each instrument at estimated market rates, taking into consideration general market conditions and maturity of the debt with similar credit terms and is classified within Level 2 of the fair value hierarchy.

The estimated fair value of the Company’s fixed rate debt (unsecured senior notes, convertible senior notes and the Estancia mortgage loan) as of September 30, 2024 and December 31, 2023 was $ 711.0 million and $ 686.3 million, respectively.

The Company estimates the fair value of its fixed rate mortgage loans and senior unsecured notes by discounting the future cash flows of each instrument at estimated market rates, taking into consideration general market conditions and maturity of the debt with similar credit terms, and is classified within Level 2 of the fair value hierarchy.

The Company estimates the fair value of its fixed rate convertible senior notes using public market prices and is classified within Level 1 of the fair value hierarchy.

The estimated fair value of the Company’s fixed rate debt (unsecured senior notes, convertible senior notes and the Estancia mortgage loan) as of March 31, 2025 and December 31, 2024 was $ 1.1 billion.

The fair value of the Company's variable rate debt approximates its carrying value.

1 unchanged sentence

The Company enters into interest rate swap agreements to hedge against interest rate fluctuations.

All of the Company's interest rate swaps are cash flow hedges.

All of the Company's interest rate swaps are designated as cash flow hedges.

All unrealized gains and losses on these hedging instruments are reported in accumulated other comprehensive income (loss) and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.

The Company's interest rate swaps at September 30, 2024 and December 31, 2023 consisted of the following, by maturity date (dollars in thousands):

The Company's interest rate swaps at March 31, 2025 and December 31, 2024 consisted of the following, by maturity date (dollars in thousands):

Aggregate Notional Value as of

Hedge Type Interest Rate Range (SOFR) Maturity September 30, 2024 December 31, 2023

Swap-cash flow 2.47 % - 2.50 %

January 2024 $ — $ 300,000

Hedge Type Interest Rate Range (SOFR) Maturity March 31, 2025 December 31, 2024

Swap-cash flow 3.22 % - 3.25 %

13 unchanged sentences

The Company believes it minimizes the credit risk by transacting with major creditworthy financial institutions.

As of September 30, 2024, the Company's interest rate swap assets had an aggregate fair value of $ 11.3 million and its interest rate swap liabilities were immaterial.

As of March 31, 2025 and December 31, 2024, the Company's interest rate swap assets had an aggregate fair value of $ 11.0 million and $ 16.6 million, respectively.

None of the Company's interest rate swaps was in a liability position as of March 31, 2025 or December 31, 2024.

Interest rate swap assets are included in prepaid expenses and other assets and interest rate swap liabilities are included in accounts payable, accrued expenses and other liabilities in the accompanying consolidated balance sheets.

1 unchanged sentence

The Company presents revenue on a disaggregated basis in the accompanying consolidated statements of operations and comprehensive income.

The following table presents revenues by geographic location for the three and nine months ended September 30, 2024 and 2023 (in thousands):

For the three months ended September 30, For the nine months ended September 30,

2024 2023 2024 2023

The following table presents revenues by geographic location for the three months ended March 31, 2025 and 2024 (in thousands):

For the three months ended March 31,

Southern Florida/Georgia $ 85,455 $ 80,957

San Diego, CA 75,211 71,495

Boston, MA 46,773 45,920

Southern Florida/Georgia 46,390 43,174 196,281 173,183

Los Angeles, CA 34,297 44,209

San Francisco, CA 33,741 30,545

Portland, OR 25,574 24,538 60,101 61,510

Chicago, IL 25,513 22,233 57,033 57,036

Washington, D.C.

15,000 14,802

Seattle, WA — — — 5,551

25,512 22,739 45,266 45,165

Portland, OR 12,797 12,999

Chicago, IL 8,873 8,348

Total Revenues $ 320,266 $ 314,069

9 unchanged sentences

Common Share Repurchase Programs

On July 27, 2017, the Company's Board of Trustees authorized a share repurchase program of up to $ 100.0 million of common shares.

Under this program, the Company could repurchase common shares from time to time in transactions on the open market or by private agreement.

As of June 30, 2023, no common shares remained available for repurchase under this program.

On February 17, 2023, the Company's Board of Trustees authorized a share repurchase program of up to $ 150.0 million of common shares.

2 unchanged sentences

Common shares repurchased by the Company cease to be outstanding and become authorized but unissued common shares.

During the nine months ended September 30, 2024, the Company repurchased 1,127,255 common shares for an aggregate purchase price of $ 15.0 million, or an average of approximately $ 13.31 per share.

As of September 30, 2024, $ 131.0 million of common shares remained available for repurchase under this program.

During the three months ended March 31, 2025, the Company repurchased 1,186,797 common shares for an aggregate purchase price of $ 13.3 million, or an average of approximately $ 11.23 per share.

As of March 31, 2025, $ 117.6 million of common shares remained available for repurchase under this program.

Common Dividends

The Company declared the following dividends on common shares/units for the nine months ended September 30, 2024:

The Company declared the following dividends on common shares/units for the three months ended March 31, 2025:

Dividend per Share/Unit For the Quarter Ended Record Date Payable Date

$ 0.01 March 31, 2025 March 31, 2025 April 15, 2025

$ 0.01 June 30, 2024 June 28, 2024 July 15, 2024

$ 0.01 September 30, 2024 September 30, 2024 October 15, 2024

Preferred Shares

The Company is authorized to issue up to 100,000,000 preferred shares of beneficial interest, $ 0.01 par value per share ("preferred shares").

The following preferred shares were outstanding as of September 30, 2024 and December 31, 2023:

Security Type September 30, 2024 December 31, 2023

The following preferred shares were outstanding as of March 31, 2025 and December 31, 2024:

Security Type March 31, 2025 December 31, 2024

6.375 % Series E

17 unchanged sentences

On February 17, 2023, the Company's Board of Trustees authorized a share repurchase program of up to $ 100.0 million of the Preferred Shares.

Under the terms of the program, the Company may repurchase up to an aggregate of $ 100.0 million of our 6.375 % Series E Cumulative Redeemable Preferred Shares, 6.30 % Series F Cumulative Redeemable Preferred Shares, 6.375 % Series G Cumulative Redeemable Preferred Shares and 5.70 % Series H Cumulative Redeemable Preferred Shares from time to time in transactions on the open market or by private agreement.

During the nine months ended September 30, 2024, no Preferred Shares were repurchased under this program.

As of September 30, 2024, $ 84.2 million of Preferred Shares remained available for repurchase under this program.

Under the terms of the program, the Company may repurchase up to an aggregate of $ 100.0 million of its 6.375 % Series E Cumulative Redeemable Preferred Shares, 6.30 % Series F Cumulative Redeemable Preferred Shares, 6.375 % Series G Cumulative Redeemable Preferred Shares and 5.70 % Series H Cumulative Redeemable Preferred Shares from time to time in transactions on the open market or by private agreement.

During the three months ended March 31, 2025, no Preferred Shares were repurchased under this program.

As of March 31, 2025, $ 84.2 million of Preferred Shares remained available for repurchase under this program.

The timing, manner, price and amount of any repurchases will be determined by the Company in its discretion and will depend on a variety of factors, including legal requirements, price, liquidity and economic considerations, and market conditions.

2 unchanged sentences

Preferred Dividends

The Company declared the following dividends on preferred shares for the nine months ended September 30, 2024:

The Company declared the following dividends on preferred shares for the three months ended March 31, 2025:

Security Type Dividend per Share/Unit For the Quarter Ended Record Date Payable Date

1 unchanged sentence

$ 0.40 March 31, 2025 March 31, 2025 April 15, 2025

6.375 % Series E

$ 0.40 June 30, 2024 June 28, 2024 July 15, 2024

6.375 % Series E

$ 0.40 September 30, 2024 September 30, 2024 October 15, 2024

6.30 % Series F

$ 0.39 March 31, 2025 March 31, 2025 April 15, 2025

6.30 % Series F

$ 0.39 June 30, 2024 June 28, 2024 July 15, 2024

6.30 % Series F

$ 0.39 September 30, 2024 September 30, 2024 October 15, 2024

6.375 % Series G

$ 0.40 March 31, 2025 March 31, 2025 April 15, 2025

6.375 % Series G

$ 0.40 June 30, 2024 June 28, 2024 July 15, 2024

6.375 % Series G

$ 0.40 September 30, 2024 September 30, 2024 October 15, 2024

5.70 % Series H

$ 0.36 March 31, 2025 March 31, 2025 April 15, 2025

5.70 % Series H

$ 0.36 June 30, 2024 June 28, 2024 July 15, 2024

5.70 % Series H

$ 0.36 September 30, 2024 September 30, 2024 October 15, 2024

Non-controlling Interest of Common Units in Operating Partnership

1 unchanged sentence

The number of shares issuable upon exercise of the redemption rights will be adjusted upon the occurrence of share splits, mergers, consolidations or similar pro-rata share transactions, which otherwise would have the effect of diluting the ownership interests of the Operating Partnership's limited partners or the Company's shareholders.

On November 30, 2018, in connection with the merger with LaSalle Hotel Properties ("LaSalle"), the Company issued 133,605 OP units in the Operating Partnership to third-party limited partners of LaSalle's operating partnership.

In December 2023, these OP units were redeemed for common shares on a one -for-one basis.

On May 11, 2022, in connection with the acquisition of Inn on Fifth in Naples, Florida, the Company issued 16,291 OP units in the Operating Partnership.

As of September 30, 2024 and December 31, 2023, the Operating Partnership had 16,291 OP units held by third parties, excluding LTIP units.

As of September 30, 2024, the Operating Partnership had two classes of long-term incentive partnership units ("LTIP units"), LTIP Class A units and LTIP Class B units.

On May 11, 2022, in connection with the acquisition of Inn on Fifth in Naples, Florida, the Company issued 16,291 OP units.

As of March 31, 2025 and December 31, 2024, the Operating Partnership had 16,291 OP units held by third parties, excluding LTIP units.

As of March 31, 2025, the Operating Partnership had two classes of long-term incentive partnership units ("LTIP units"), LTIP Class A units and LTIP Class B units.

All of the outstanding LTIP units are held by officers of the Company.

1 unchanged sentence

On February 7, 2025, the Board of Trustees granted 159,594 LTIP Class B units to executive officers.

As of September 30, 2024, the Operating Partnership had 994,837 LTIP units outstanding, of which 470,920 LTIP units have vested.

As of March 31, 2025, the Operating Partnership had 1,154,431 LTIP units outstanding, of which 710,156 LTIP units have vested.

As of December 31, 2024, the Operating Partnership had 994,837 LTIP units outstanding, of which 470,920 LTIP units have vested.

6 unchanged sentences

After the second anniversary of the issuance of the Series Z Preferred Units, holders may elect to redeem some or all of their units for, at the Company’s election, cash, common shares having an equivalent value or preferred shares on a one -for-one basis.

After the fifth anniversary of their issuance, the Company may redeem the Series Z Preferred Units for cash, common shares having an equivalent value or preferred shares on a one -for-one basis.

After May 11, 2027, the Company may redeem the Series Z Preferred Units for cash, common shares having an equivalent value or preferred shares on a one -for-one basis.

At any time following a change of control of the Company, holders of Series Z Preferred Units may elect to redeem some or all of their units for, at the Company’s election, cash or common shares having an equivalent value.

As of September 30, 2024, the Operating Partnership had 3,104,400 Series Z Preferred Units outstanding.

As of March 31, 2025, the Operating Partnership had 3,104,400 Series Z Preferred Units outstanding.

Share-Based Compensation Plan

5 unchanged sentences

All outstanding share awards are subject to full or partial accelerated vesting upon a change in control and upon death or disability or certain other employment termination events as set forth in the award agreements.

As of September 30, 2024, there were 1,177,236 common shares available for issuance under the Plan.

As of March 31, 2025, there were 839,121 common shares available for issuance under the Plan.

Service Condition Share Awards

1 unchanged sentence

These shares generally vest over three to five years based on continued service or employment.

The following table provides a summary of service condition restricted share activity during the nine months ended September 30, 2024:

The following table provides a summary of service condition restricted share activity during the three months ended March 31, 2025:

Shares Weighted-Average

3 unchanged sentences

Vested ( 166,135 ) $ 19.70

Forfeited ( 3,127 ) $ 15.69

Unvested at September 30, 2024

Unvested at March 31, 2025

406,761 $ 15.27

For the three and nine months ended September 30, 2024, the Company recognized approximately $ 0.9 million and $ 2.6 million, respectively, of share-based compensation expense related to these awards in the accompanying consolidated statements of operations and comprehensive income.

For the three and nine months ended September 30, 2023, the Company recognized approximately $ 0.9 million and $ 2.6 million, respectively, of share-based compensation expense related to these awards in the accompanying consolidated statements of operations and comprehensive income.

For the three months ended March 31, 2025 and 2024, the Company recognized approximately $ 0.7 million and $ 0.8 million, respectively, of share-based compensation expense related to these awards in the accompanying consolidated statements of operations and comprehensive income.

Performance-Based Equity Awards

2 unchanged sentences

The actual number of common shares that ultimately vest will be from 0 % to 200 % of the target award and will be determined in 2028 based on the performance criteria defined in the award agreements for the period of performance from January 1, 2025 through December 31, 2027.

For the three and nine months ended September 30, 2024, the Company recognized approximately $ 1.5 million and $ 4.4 million, respectively, of share-based compensation expense related to performance-based equity awards in the accompanying consolidated statements of operations and comprehensive income.

For the three and nine months ended September 30, 2023, the Company recognized approximately $ 1.5 million and $ 4.1 million, respectively, of share-based compensation expense related to performance-based equity awards in the accompanying consolidated statements of operations and comprehensive income.

For the three months ended March 31, 2025 and 2024, the Company recognized approximately $ 1.3 million of share-based compensation expense related to performance-based equity awards in the accompanying consolidated statements of operations and comprehensive income.

Long-Term Incentive Partnership Units

As of September 30, 2024, the Operating Partnership had two classes of LTIP units, LTIP Class A units and LTIP Class B units.

As of March 31, 2025, the Operating Partnership had two classes of LTIP units, LTIP Class A units and LTIP Class B units.

All of the outstanding LTIP units are held by officers of the Company.

2 unchanged sentences

The fair value of each award was determined based on the closing price of the Company’s common shares on the grant date of $ 12.81 per unit with an aggregate grant date fair value of $ 2.0 million.

As of September 30, 2024, the Operating Partnership had 994,837 LTIP units outstanding, of which 470,920 LTIP units have vested.

As of March 31, 2025, the Operating Partnership had 1,154,431 LTIP units outstanding, of which 710,156 LTIP units have vested.

As of December 31, 2024, the Operating Partnership had 994,837 LTIP units outstanding, of which 470,920 LTIP units have vested.

Only vested LTIP units may be converted to OP units, which in turn can be tendered for redemption as described in Note 7.

For the three and nine months ended September 30, 2024, the Company recognized approximately $ 1.1 million and $ 3.1 million, respectively, in expense related to these LTIP units.

The aggregate expense related to the LTIP unit grants is presented as non-controlling interest in the Company’s accompanying consolidated balance sheets.

For the three and nine months ended September 30, 2023, the Company recognized approximately $ 0.9 million and $ 2.5 million, respectively, in expense related to these LTIP units.

For the three months ended March 31, 2025 and 2024, the Company recognized approximately $ 1.2 million and $ 1.0 million, respectively, in expense related to these LTIP units.

The aggregate expense related to the LTIP unit grants is presented as non-controlling interest in the Company’s accompanying consolidated balance sheets.

3 unchanged sentences

A valuation allowance on deferred tax assets is recorded when the Company has determined it more likely than not that future results will not generate sufficient taxable income to realize the deferred tax assets for each jurisdiction.

The Company evaluates its deferred tax assets each reporting period to determine if it is more likely than not that those assets will be realized or if a valuation allowance is needed.

During the third quarter of 2024, due to continued improvement in the Company's financial results coming out of the COVID-19 pandemic and the projected future taxable income of its TRS, the Company determined that the release of a significant portion of its federal and state valuation allowance was appropriate and was recorded as an income tax benefit in the consolidated statement of operations.

The release of the valuation allowance of $ 32.8 million is partially offset by current income tax expense of $ 7.6 million and $ 8.7 million for the three and nine months ended September 30, 2024, respectively.

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates.

In the normal course of business, the Company is subject to examination by federal, state and local jurisdictions, where applicable.

As of September 30, 2024 and December 31, 2023, the statute of limitations remains open for all major jurisdictions for tax years dating back to 2021 and 2020, respectively.

Due to the net operating loss carryforward, tax years 2020 through 2024 remain open to examination by the major taxing jurisdictions to which the Company is subject.

Earnings (Loss) Per Share

The following is a reconciliation of basic and diluted earnings (loss) per common share (in thousands, except share and per-share data):

For the three months ended September 30, For the nine months ended September 30,

2024 2023 2024 2023

For the three months ended March 31,

Net income (loss) attributable to common shareholders $ ( 43,578 ) $ ( 38,981 )

1 unchanged sentence

Undistributed earnings attributable to share-based compensation — —

Net income (loss) available to common shareholders — basic $ 32,770 $ ( 68,140 ) $ 14,238 $ ( 68,339 )

Interest expense on convertible notes 3,281 — — —

Net income (loss) available to common shareholders — diluted $ 36,051 $ ( 68,140 ) $ 14,238 $ ( 68,339 )

Weighted-average number of common shares — basic 119,640,463 120,057,744 119,938,931 122,394,293

Effect of dilutive share-based compensation 270,228 — 428,420 —

Effect of dilutive convertible notes 29,441,175 — — —

Weighted-average number of common shares — diluted 149,351,866 120,057,744 120,367,351 122,394,293

Net income (loss) available to common shareholders — basic and diluted $ ( 43,587 ) $ ( 38,990 )

Weighted-average number of common shares — basic and diluted 119,204,243 120,085,226

Net income (loss) per share available to common shareholders — basic $ ( 0.37 ) $ ( 0.32 )

Net income (loss) per share available to common shareholders — diluted $ ( 0.37 ) $ ( 0.32 )

For the three and nine months ended September 30, 2024, 467,452 and 157,010 , respectively, unvested service condition restricted shares and performance-based equity awards were excluded from diluted weighted-average number of common shares, as their effect would have been anti-dilutive.

For the three and nine months ended September 30, 2023, 1,110,184 unvested service condition restricted shares and performance-based equity awards were excluded from diluted weighted-average number of common shares, as their effect would have been anti-dilutive.

For the nine months ended September 30, 2024, 29,441,175 common shares underlying the Convertible Notes were excluded from diluted shares as their effect would have been anti-dilutive.

For the three and nine months ended September 30, 2023, 29,441,175 common shares underlying the Convertible Notes were excluded from diluted shares as their effect would have been anti-dilutive.

The LTIP units and OP units held by the non-controlling interest holders have been excluded from the denominator of the diluted earnings per share as there would be no effect on the amounts since the limited partners' share of income (loss) would also be added or subtracted to derive net income (loss) available to common shareholders.

For the three months ended March 31, 2025 and 2024, 1,390,560 and 1,217,150 , respectively, unvested service condition restricted shares and performance-based equity awards were excluded from diluted weighted-average number of common shares, as their effect would have been anti-dilutive.

For the three months ended March 31, 2025 and 2024, 29,441,175 common shares underlying the Convertible Notes were excluded from diluted shares as their effect would have been anti-dilutive.

The LTIP and OP units held by the non-controlling interest holders have been excluded from the denominator of the diluted earnings per share as there would be no effect on the amounts since the limited partners' share of income (loss) would also be added or subtracted to derive net income (loss) available to common shareholders.

Commitments and Contingencies

1 unchanged sentence

The Company’s hotel properties are operated pursuant to management agreements with various management companies.

The remaining terms of these management agreements are up to 10 years, not including renewals, and up to 28 years, including renewals.

The remaining terms of these management agreements are up to nine years , not including renewals, and up to 27 years, including renewals.

The majority of the Company’s management agreements are terminable at will by the Company upon paying a termination fee and some are terminable by the Company upon sale of the property, with, in some cases, the payment of termination fees.

5 unchanged sentences

The incentive management fee is generally calculated as a percentage of hotel operating income after the Company has received a priority return on its investment in the hotel.

For the three and nine months ended September 30, 2024, combined base and incentive management fees were $ 11.8 million and $ 31.0 million, respectively.

For the three and nine months ended September 30, 2023, combined base and incentive management fees were $ 11.1 million and $ 29.9 million, respectively.

For the three months ended March 31, 2025 and 2024, combined base and incentive management fees were $ 7.6 million and $ 8.0 million, respectively.

Base and incentive management fees are included in other direct and indirect expenses in the Company's accompanying consolidated statements of operations and comprehensive income.

2 unchanged sentences

Restricted Cash

At September 30, 2024 and December 31, 2023, the Company had $ 10.3 million and $ 9.9 million, respectively, in restricted cash, which consisted of funds held in cash management accounts held by a lender, reserves for replacement of furniture and fixtures, and reserves to pay for real estate taxes, ground rent or property insurance under certain hotel management agreements or loan agreements.

Hotel, Ground and Finance Leases

As of September 30, 2024, the following hotels were subject to leases as follows:

At March 31, 2025 and December 31, 2024, the Company had $ 10.1 million and $ 10.9 million, respectively, in restricted cash, which consisted of funds held in cash management accounts held by a lender, reserves for replacement of furniture and fixtures, and reserves to pay for real estate taxes, ground rent or property insurance under certain hotel management agreements or loan agreements.

Long-Term Property Operating and Finance Leases

As of March 31, 2025, the following hotels were subject to leases as follows:

Lease Properties Lease Type Lease Expiration Date

30 unchanged sentences

Ground rent expense is included in real estate taxes, personal property taxes, property insurance and ground rent in the Company's accompanying consolidated statements of operations and comprehensive income.

The components of ground rent expense for the three and nine months ended September 30, 2024 and 2023 are as follows (in thousands):

For the three months ended September 30, For the nine months ended September 30,

2024 2023 2024 2023

The components of ground rent expense for the three months ended March 31, 2025 and 2024 are as follows (in thousands):

For the three months ended March 31,

Fixed ground rent $ 4,810 $ 4,796

5 unchanged sentences

Supplemental Information to Statements of Cash Flows (in thousands)

For the nine months ended September 30,

For the three months ended March 31,

Interest paid, net of capitalized interest $ 15,445 $ 23,041

7 unchanged sentences

Write-off of fully amortized deferred financing costs $ — $ 682

Write-down of investment $ 2,662 $ —

Operating Segment Information

The following table presents the Company's segment hotel revenues, Hotel EBITDA, including significant hotel expenses and its reconciliation to Net income (loss) for the three months ended March 31, 2025 and 2024 (in thousands):

For the three months ended March 31,

Total revenues $ 320,266 $ 314,069

Corporate and other revenues 378 1,718

Hotel revenues 319,888 312,351

Significant hotel expenses:

Room expenses 58,523 55,023

Food and beverage expenses 64,568 61,014

Hotel general and administrative 29,111 27,572

Hotel sales and marketing 22,955 22,239

Hotel operations and maintenance 30,932 28,726

Hotel management fee 7,949 8,369

Hotel real estate taxes, personal property taxes, property insurance and ground rent 33,047 32,066

Other segment items (1)

11,976 11,238

Hotel EBITDA 60,827 66,104

Depreciation and amortization ( 57,543 ) ( 57,209 )

Interest expense ( 27,133 ) ( 26,421 )

Business interruption insurance income 4,303 3,980

Income tax (expense) benefit 3,162 ( 46 )

Corporate and other (2)

( 15,796 ) ( 13,928 )

Net income (loss) $ ( 32,180 ) $ ( 27,520 )

______________________

(1) Other segment items include expenses incurred for parking, spa, franchise fees and other hotel operating expenses.

(2) Corporate and other include corporate general and administrative and other operating income and expenses.

Subsequent Events

The Company repurchased an aggregate of 111,599 of its common shares at an average price of $ 8.96 per share subsequent to March 31, 2025.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements